Common use of Inspection and Access to Information Clause in Contracts

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on the date of this Agreement and ending on the Closing Date, the Sellers shall, and shall cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, provide Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and its Subsidiaries and otherwise fully cooperate with the conduct of due diligence by Purchaser and its representatives; provided, however, that such access and requests shall not unreasonably interfere with the business or operations of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreement.

Inspection and Access to Information. Upon reasonable request, subject .. The Parties acknowledge that the Purchaser will continue to applicable Laws relating conduct due diligence and integration planning with respect to the exchange of informationCompany, during the Company Subsidiaries and the Company Business from the date hereof to the Closing Date. In that regard, the Shareholder agrees to cooperate with, and provide its reasonable assistance to, the Purchaser with respect to such due diligence investigation and integration planning. During the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallShareholder will, and shall will cause the Company, its Company and the Company Subsidiaries and their respective officers, directors, employees, auditors executive officers and agents to, other designated personnel (which personnel shall be sufficient to provide such cooperation and assistance) to provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full reasonable access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers)employees, properties, Contractscontracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) , to the extent related to the Company or its Subsidiaries or the Conveyed Assets), and shall cause the Company’s 's and the Company Subsidiaries' officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all existing, non-privileged financial, technical and operating data and other information pertaining to the Company, the Company and its Subsidiaries and the Conveyed Assets and otherwise fully reasonably cooperate with the conduct of due diligence and integration planning by the Purchaser and its representatives; representatives (collectively, "Transition Access"), provided, however, that such access and requests the Purchaser shall not unreasonably interfere have the right and shall not conduct any environmental testing or on-site inspection and shall not conduct any subsurface, soil, water, ground water or other testing or on- site investigation, without receiving the Shareholder's express prior written Consent therefor (to be given or withheld in the Shareholder's sole discretion for any or no reason). Without limiting the foregoing, the Shareholder shall make available to the Purchaser, upon request, personnel capable of reporting on the Shareholder's compliance with its covenants hereunder, the status of outstanding environmental issues, the status of the compliance program required under the 2003 settlement with the business Department of Justice regarding transportation requirements, to the extent relevant to this transaction, and on the current status or operations relations with Customers, and shall cause such personnel to provide all information reasonably requested by the Shareholder regarding such compliance and relations. The Transition Team shall be responsible for coordinating, organizing and facilitating Transition Access. Each instance of Transition Access is subject to the prior approval of the Transition Team, which approval shall not be unreasonably withheld, conditioned or delayed. Approval of the Transition Team shall be deemed to have been granted upon agreement of at least one member of the Purchaser Transition Team and at least one member of the Seller Transition Team. Notwithstanding anything contained in this Agreement or the Ancillary Documents, neither the Sellers, the Company, nor any of their respective Subsidiaries, nor any of their respective officers, directors, employees, representatives, auditors and agents, shall have any obligation to disclose any information to the Purchaser if such disclosure would violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (including any confidentiality agreement to which either of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or their Affiliates is a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreementparty).

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during (a) During the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallCompany and its Subsidiaries will, and shall cause the Company, its Subsidiaries and will instruct their respective officers, directors, employees, auditors counsel, accountants, investment bankers or other financial advisors, representatives and agents to(collectively, “Representatives”), to provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full Representatives reasonable access, during reasonable hours normal business hours, without interfering with the operation of the business of the Company and under reasonable circumstancesits Subsidiaries, to any and all of its premises, appropriate employees (including executive officers), properties, Contracts, commitments, books, records and other information (including personnel records as permitted by applicable Law, Tax Returns filed and those Tax Returns in preparation) and shall cause the Company’s officers to will furnish to the Purchaser and its authorized representatives, promptly upon request therefor, Representatives any and all financial, technical available financial and operating data and other information pertaining to the Company and or any of its Subsidiaries and otherwise fully cooperate with Subsidiaries, in each case, as the conduct of due diligence by Purchaser and its representativesRepresentatives may reasonably request; provided, however, that such access the Company, its Subsidiaries and requests their Representatives shall not unreasonably interfere be required to provide any information that (i) it reasonably believes, after consultation with outside legal counsel, it may not provide to the business Purchaser by reason of contractual obligations of confidentiality or operations applicable Laws, (ii) would give rise to a material risk of the Sellersdisclosure of competitively sensitive information or (iii) it reasonably believes, the Company or the Subsidiariesafter consultation with outside legal counsel, would risk in any material respect waiving attorney-client privilege; provided, further, that (A) in such instances the SellersCompany shall inform the Purchaser of the general nature of the information being withheld and, upon the Purchaser’s request, reasonably cooperate with the Purchaser to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) through (iii) (including, in accordance with the last sentence of this Section 6.2(a)) and (B) no investigation pursuant to this Section 6.2 will affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, that such investigation shall be conducted in accordance with all applicable Antitrust Laws and shall be at the Purchaser’s sole cost and expense. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Subsidiaries shall not be obligated to provide Representatives (other than such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreementoutside counsel).

Inspection and Access to Information. Upon reasonable request, subject (a) Subject to compliance with applicable Laws relating to the exchange of informationLaw, during the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallCompany and its Subsidiaries will, and shall cause the Company, its Subsidiaries and will instruct their respective officers, directors, employees, auditors counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) to, provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full Representatives reasonable access, during reasonable hours normal business hours, without unreasonably interfering with the operation of the business of the Company and under reasonable circumstancesits Subsidiaries, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to will furnish to the Purchaser and its authorized representatives, promptly upon request therefor, Representatives any and all financial, technical available financial and operating data and other information pertaining to the Company and or any of its Subsidiaries and otherwise fully cooperate with Subsidiaries, in each case, as the conduct of due diligence by Purchaser and its representativesRepresentatives may reasonably request, including any information reasonably necessary for the Purchaser to timely prepare audited financial statements for the AT Business; provided, however, the Company, its Subsidiaries and their Representatives shall not be required to provide any information that (i) it reasonably believes it may not provide to the Purchaser by reason of contractual or legal restrictions, including applicable Laws, (ii) it believes is competitively sensitive information, except that such access and requests shall not unreasonably interfere information will be provided only to the outside counsel of the Purchaser in accordance with the business last sentence of this Section 6.2(a) or operations (iii) is protected by attorney-client or other legal privilege; provided, further, that, without limiting the foregoing, prior to any such access or provision of information, the Purchaser must obtain written permission therefor from the Chief Executive Officer, Chief Financial Officer or Corporate Counsel, as appropriate, of the Sellers, the Company or the SubsidiariesCompany; provided, further, that such investigation shall be conducted in accordance with all applicable antitrust Laws and shall be at the SellersPurchaser’s sole cost and expense; and provided, further, that the Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Subsidiaries shall not be obligated to provide Representatives (other than such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreementoutside counsel).

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on (a) From and after the date of this Agreement and ending on hereof until the Closing Date, the Sellers shall, and shall cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, provide Seller will (i) afford Purchaser and its authorized accountants, investment bankers, counselfinancing sources, environmental consultants counsel and their respective Representatives (collectively, the “Purchaser Group“) reasonable access (during regular business hours upon reasonable notice) to all officers, employees, offices, xxxxx and other authorized representatives full access, during reasonable hours facilities and under reasonable circumstances, to any and all of its premises, employees (including executive officers), propertiesbooks, Contracts, commitments, books, commitments and records and other information (including Tax Returns filed Returns) of Seller (but solely with respect to the Business), the Company and those in preparationits Subsidiaries and instruct the Company and its Subsidiaries’ independent public accountants to provide access to their work papers (subject to execution of customary access letters, if requested) and such other information as the Purchaser Group may reasonably request, (ii) permit the Purchaser Group to make such other inspections as they may reasonably require, including, without limitation, Phase I Environmental Assessments (except that none of the Purchaser Group shall conduct any environmental sampling or analysis of the sort customarily referred to as a “Phase II Environmental Assessment“ without the advance written consent of Seller) and (iii) cause the Company’s officers and those of its Subsidiaries to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical Group with such financial and operating data and other information pertaining with respect to the business, properties and personnel of the Company and its Subsidiaries and otherwise fully cooperate with as the conduct of due diligence Purchaser Group may from time to time reasonably request (including the employees’ personnel files to the extent permitted by Purchaser and its representativesapplicable Law); provided, however, that (x) such access and requests shall inspections do not unreasonably interfere with disrupt the business or normal operations of the SellersCompany and (y) Seller, the Company and its Subsidiaries are under no obligation to disclose to Purchaser or any such Representative of Purchaser any information the Subsidiaries; provideddisclosure of which is prohibited by Contract or Law (including laws relating to the sharing of information between competitors, furtherit being understood and agreed that, in connection with this Section 5.03(a), Seller will, and will cause the Company and its Subsidiaries to, provide extracts, summaries, or aggregations or other information or use “clean room” procedures to the fullest extent practicable in a manner that prevents the Sellersdisclosure of competitively sensitive information) or that would result in the waiver of privilege. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In an effort to prevent any unreasonable disruption, Seller may reasonably limit the number of individuals and the frequency of visits to the Company’s facilities. Purchaser shall coordinate all such access with Seller. The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms provisions of the Confidentiality Agreement, dated February 2, 2007, as supplemented on May 15, 2007, between Seller and NewPage Corporation (as supplemented, the “Confidentiality Agreement“). The Confidentiality Agreement shall remain in full force and effect and shall survive any termination of this Agreement, but shall not survive the Closing, except with respect to “Confidential Information” (as defined in the Confidentiality Agreement) concerning Seller or any of its Subsidiaries (other than the Company and its Subsidiaries) (subject to disclosure by Purchaser or any of its Subsidiaries (including the Company and its Subsidiaries) to comply with any financial, Tax or legal reporting obligations or to enforce any rights under this Agreement). The Confidentiality Agreement shall bind Purchaser as if it were NewPage Corporation. From and after the Closing, Seller shall, and shall cause each of its Representatives, to treat all nonpublic and proprietary information regarding the Business or Purchaser and its Subsidiaries (including the Company and its Subsidiaries) as if such information were “Confidential Information” disclosed to Seller under the Confidentiality Agreement and subject to the disclosure restrictions (and exceptions thereto) under the Confidentiality Agreement. The obligation to treat such information as confidential after the Closing shall be satisfied if Seller and its Representatives exercise the same care with respect to such information as it would take to preserve the confidentiality of its own similar information in the ordinary course of business.